Exhibit 31.2


                      Park City Group, Inc. & Subsidiaries
          Certification Of Chief Executive And Chief Financial Officer
            Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002


I, William Dunlavy, certify that:

1.     I have reviewed this annual report on Form 10-KSB for the period ended
       June 30, 2004 of Park City Group, Inc.;

2.     Based on my knowledge, this annual report does not contain any untrue
       statement of a material fact or omit to state a material fact necessary
       to make the statements made, in light of the circumstances under which
       such statements were made, not misleading with respect to the period
       covered by this annual report;

3.     Based on my knowledge, the financial statements, and other financial
       information included in this annual report, fairly present in all
       material respects the financial condition, results of operations and cash
       flows of the registrant as of, and for, the periods presented in this
       annual report;

4.     I am responsible for establishing and maintaining disclosure controls and
       procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
       registrant and have:

         a.   Designed such disclosure controls and procedures, or caused such
              disclosure controls and procedures to be designed under my
              supervision, to ensure that material information relating to the
              registrant, including its consolidated subsidiaries, is made known
              to us by others within those entities, particularly during the
              period in which this annual report is being prepared;

         b.   Evaluated the effectiveness of the registrant's disclosure
              controls and procedures and presented in this report our
              conclusions about the effectiveness of the disclosure controls and
              procedures, as of the end of the period covered by this report
              based on such evaluation; and

         c.   Disclosed in this annual report any change in the registrant's
              internal control over financial reporting that occurred during the
              registrant's most recent fiscal year that has materially affected,
              or is reasonably likely to materially affect, the registrant's
              internal control over financial reporting.

5.     I have disclosed, based on our most recent evaluation of internal control
       over financial reporting, to the registrant's auditors and the audit
       committee of registrant's board of directors (or persons performing the
       equivalent functions):

         a.   All significant deficiencies and material weaknesses in the design
              or operation of internal controls which are reasonably likely to
              adversely affect the registrant's ability to record, process,
              summarize and report financial information; and

         b.   Any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal control over financial reporting.


Date: October 12, 2004


/s/ William Dunlavy
------------------------
Chief Financial Officer